SUPPLY TERMS
Terms of asset supply
(“Supply Terms”).
Contract
1.
Unless otherwise agreed in
advance and in writing by Lifecycle Plus, Supply Terms, a Purchase Offer and
GRA(s) for Assets constitute the entire agreement in relation to the Supplier’s
supply of those Assets to Lifecycle Plus (“Contract”).
2.
A Contract supersedes all
prior understandings, arrangements and agreements
between Lifecycle Plus and Supplier in relation to the Assets the subject of
the Purchase Order.
Asset supply
3.
Lifecycle Plus is under no
obligation to make a Purchase Offer.
4.
Purchase Offers are made
subject to the Assets being inspected by Lifecycle Plus (“Inspection Basis”)
unless agreed in advance in writing by Lifecycle Plus.
5.
Where a Purchase Offer is
made on an Inspection Basis, Lifecycle Plus may at its discretion make
deductions from the Purchase Price to account for any defects, faults or damage
in condition, functionality or operability of the
Assets, or where the Assets described in the Purchase Offer have not been
received by Lifecycle Plus or if received are incomplete or missing parts,
components or power adaptors (“Deductions”).
6.
Lifecycle Plus may make Deductions
by reference to:
a.
Asset details as set out in GRA(s);
b.
a Diminished Value Matrix; or
c.
any other document or
methodology as Lifecycle Plus deems reasonable in the circumstances.
7.
For Inspection Basis purchases,
where Lifecycle Plus has:
a.
made payment of the Purchase
Price prior to inspection, Supplier will on demand pay to Lifecycle Plus the
amount of any Deductions; or
b.
not made payment of the
Purchase Price prior to inspection, Supplier will issue Lifecycle Plus with a
tax invoice for a sum equalling the Purchase Price less the amount of any Deductions.
8.
In the event that Supplier
delivers Assets to Lifecycle Plus without notice and Lifecycle Plus decides not
make a Purchase Offer, Supplier will at its own cost
and expense immediately remove the Assets from Lifecycle Plus or its agents’
premises. Should Supplier fail to immediately remove the Assets and/or Lifecycle
Plus agrees that it will return the Assets to Supplier, Supplier will pay Lifecycle
Plus on demand for all costs and expenses incurred by Lifecycle Plus including administration,
storage, return or disposal costs and expenses (as the case may be).
GST
9.
Unless otherwise agreed in
advance in writing by Lifecycle Plus, a supply under a Contract is exclusive of
GST and Lifecycle Plus or Supplier (as the case may be) must pay to the other
the GST Amount at the same time that it pays for the
supply to which the GST Amount relates.
Services
10.
Lifecycle Plus may at its
determination provide to Supplier services associated with Assets (“Services”).
The provision of Services is subject to the provisions of Lifecycle Plus’ Services Terms.
11.
Lifecycle Plus may elect
(regardless of any provision of Lifecycle Plus Services Terms) to deem its fees
for Services to be a Deduction.
Recycling
12.
Lifecycle Plus may deem that
an Asset requires recycling (“Recycling”). Recycling is subject to Lifecycle Plus’ Services Terms.
13.
Unless otherwise agreed in
advance in writing by Lifecycle Plus, it will:
a.
make a Deduction amounting
to the full Purchase Price of the Recycled Asset; and
b.
deem (regardless of any
provision of Lifecycle Plus Services Terms) its fees for Recycling to be a
Deduction.
Title
14.
Unless otherwise agreed in
advance in writing by Lifecycle Plus, title in an Asset passes from Supplier to
Lifecycle Plus upon Lifecycle Plus providing Supplier with a GRA for that
Asset.
15.
Supplier warrants that on
that date that title in an Assets passes to Lifecycle Plus, Supplier:
a.
holds title to the Asset
free and clear of any Encumbrance or any third party
rights whatsoever; and
b.
is capable
of passing full, valid and
unimpeachable legal and beneficial title in the Assets to Lifecycle Plus,
(“Title Warranty”).
Risk in
Assets
16.
Risk in an Asset only passes
to Lifecycle Plus upon Lifecycle Plus receiving the Asset at Facility, prior to
which event, risk in the Asset remains with the Supplier. For the avoidance of
doubt and without limitation, Lifecycle Plus initiating, managing, performing or paying for Transport of an Asset does not
cause risk in that Asset to pass to Lifecycle Plus.
17.
Where risk in an Asset has
passed to Lifecycle Plus, it remains with Lifecycle Plus until it leaves
Facility.
18.
Prior to an Asset being
received by Lifecycle Plus at Facility, Lifecycle Plus is not liable or
responsible for, nor does it assume any liability or responsibility to protect
against, Data on or in that Asset being:
a.
misused, interfered with,
lost or stolen;
b.
accessed, modified
or disclosed; or
c.
otherwise released to a
third party,
or the consequences arising
from any such event, in any circumstances including during Transport.
19.
The provisions in clauses 16
to 18 apply in all circumstances and are not affected by Lifecycle Plus being
engaged by Supplier (or any other person) to erase Data from an Asset.
Data
20.
Supplier warrants to Lifecycle
Plus that:
a.
except where Supplier
engages Lifecycle Plus by prior written agreement to erase Data, Supplier
warrants to Lifecycle Plus that Assets do not hold any Data (“Data Warranty”);
and
b.
Supplier maintains a
recoverable backup of Data (“Back-Up Warranty”).
21.
Without creating or Lifecycle
Plus assuming any obligation to investigate whether:
a.
Assets hold Data; or
b.
Supplier has breached its
Data Warranty,
where Lifecycle
Plus discovers that Supplier has breached its Data Warranty in relation to any
Assets, Lifecycle Plus may:
c.
at its discretion erase or
delete that data from the Assets or physically destroy Drives (using any
erasure, deletion or destruction methods Lifecycle Plus sees fit to use)
without any further reference to Supplier (“Wipe”); and
d.
(without
limiting in any way the operation of any of the Indemnities below) elect that:
i. Supplier pay to Lifecycle
Plus on demand; or
ii. Lifecycle Plus deems as a Deduction,
the costs of any Wipe.
22.
Supplier is deemed to have
consented to Lifecycle Plus performing all Wipes (and to have obtained such
consent, if necessary, from any applicable third parties).
23.
Without limiting in any way the Indemnities below, under no circumstances will Lifecycle
Plus be responsible or liable to Supplier or any third party for:
a.
any loss, deletion or
destruction of, or loss of access to Data or Supplier or third
party systems; or
b.
a failure or part failure to
perform a Wipe or any defect or error in any Wipe,
or for any consequences of any event set out in
clause 23(a) or (b) occurring.
24.
Unless otherwise agreed in
advance in writing by Lifecycle Plus, any engagement of Lifecycle Plus by
Supplier to erase Data from Assets is subject to the provisions contained in Lifecycle
Plus’ Services Terms.
25.
In the
event that Lifecycle Plus destroys any
Drives (during a Wipe or during an erasure engagement under Lifecycle Plus’ Service Terms), Lifecycle Plus:
a.
is not liable or responsible
to pay any compensation to Supplier for; and
b.
may deem any consequential
reduction in value of the Asset as a Deduction due to,
such destruction.
Confidentiality
26.
Supplier must:
a.
not disclose Confidential
Information to any person without the prior written consent of Lifecycle Plus;
b.
only use Confidential
Information to the strict extent it is necessary to so do for the operation of
the Supply Terms;
c.
maintain the confidentiality
and security of Confidential Information; and
d.
take all steps necessary to
safeguard the confidentiality of Confidential Information.
27.
Supplier’s obligations of
confidentiality do not extend to Confidential Information which:
a.
is or becomes public
knowledge without the fault of Supplier or a person to who Supplier has
disclosed that Confidential Information;
b.
is or becomes available to Supplier
from a source other than Lifecycle Plus, unless such source has disclosed that Confidential
Information in breach of obligations of confidentiality it owes to Lifecycle
Plus; or
c.
is independently developed
by Supplier without reference to or use of Confidential Information.
28.
A receiving Party may
disclose Confidential Information strictly to the extent it is necessary to
conform to an applicable law provided that prior to such disclosure, Supplier:
a.
notifies Lifecycle Plus of
the requirement to make and the details of, that disclosure; and
b.
allows Lifecycle Plus
reasonable opportunity to resist such disclosure.
Privacy
29.
Supplier must:
a.
comply with all applicable
Privacy Legislation in relation to Lifecycle Plus’
Personal Information, whether or not Supplier is an organisation bound by
Privacy Legislation;
b.
not do anything or omit to
do anything with Lifecycle Plus’ Personal Information
that will cause Lifecycle Plus to breach any Privacy Legislation;
c.
take all reasonable steps to
ensure that the Lifecycle Plus’ Personal Information
is protected against any misuse, loss, unauthorised access, modification or disclosure;
d.
ensure that Supplier’s
personnel, agents and representatives complete such privacy training as may be
required to ensure their compliance with this clause 29;
e.
when collecting Personal
Information from or about an individual which will be disclosed to Lifecycle
Plus, provide the person with a copy of Lifecycle Plus’
Privacy Policy; and
f.
not transfer Lifecycle Plus’ Personal information outside the country in which it
was disclosed to Supplier by Lifecycle Plus without Lifecycle Plus’ prior written consent.
30.
If Supplier becomes aware or
suspects that:
a.
there has been unauthorised
access to, or unauthorised disclosure of, Lifecycle Plus’
Personal Information or Confidential Information ("Information
Breach"); or
b.
Lifecycle Plus’ Personal Information or Confidential Information has
been lost in circumstances where unauthorised access to, or unauthorised
disclosure of, the Lifecycle Plus’ Personal
Information or Confidential Information may occur (“Loss of Information”),
then Supplier
must immediately notify Lifecycle Plus of that Information Breach or Loss of
Data.
31.
If Lifecycle Plus becomes
aware, or suspects, that:
a.
an Information Breach or a Loss of Data has
occurred; or
b.
Supplier has (or ought to
have) notified Lifecycle Plus of an Information Breach or Loss of Data in
accordance with clause 30,
then
Supplier must:
c.
Immediately disclose to Lifecycle
Plus all information relevant to that actual or suspected Information Breach or
Loss of Data (including all relevant information about the processes,
procedures, protocols, and security practices and procedures used by Supplier);
d.
co-operate with Lifecycle
Plus in investigating whether an Information Breach or Loss of Data has
occurred and the circumstances surrounding that Information Breach or Loss of Data;
e.
give Lifecycle Plus all
information and access to Supplier’s premises, staff, processes
and systems reasonably required by Lifecycle Plus for the purpose of carrying
out an investigation into the actual or suspected Information Breach or Loss of
Data; and
f.
advise Lifecycle Plus of the
steps taken to stop the Information Breach, the steps taken to prevent any
future compromises of the same or a similar type and the steps taken to recover
or rectify any compromised Lifecycle Plus’ Personal
Information or Confidential information.
Intellectual
property
32.
All LIPR and Know-How
remains the property of and vests in Lifecycle Plus. Nothing in Supply Terms or
Contracts confers any right, title or interest in LIPR
or Know-How on or to Supplier.
33.
In the event Supplier
obtains any right, title and interest in LIPR or
Know-How, Supplier hereby assigns to Lifecycle Plus all such present and future
rights, title and interest in LIPR and Know-How.
34.
Supplier agrees to perform
on demand all further acts necessary to perfect any of Lifecycle Plus rights
under clause 33, including by the execution of any deeds or documents.
Supplier
information
35.
Supplier will promptly provide
Lifecycle Plus with all information it requests under or in connection with
Supply Terms and Contracts (“Supplier Information”).
36.
Supplier warrants to Lifecycle
Plus that:
a.
all Supplier Information is complete,
true, accurate, not misleading or deceptive; and
b.
Supplier will immediately notify
Lifecycle Plus in writing of any change to any Supplier Information,
(“Information Warranty”).
Warranties and representations
37.
All warranties given and representations
made by Supplier to Lifecycle Plus in Supply Terms are made and given on an
ongoing basis.
38.
Supplier gives and makes the
following warranties and representations to Lifecycle Plus:
a.
if Supplier is a
corporation, it is duly organised, validly existing and in good standing in all
jurisdictions where the nature of the business transacted by it makes such
qualification necessary;
b.
Supplier has the power, and
has taken all necessary actions, to enter into, execute, deliver and carry out
the terms and provisions of Supply Terms and Contracts and other documents to
be executed and delivered as contemplated under Supply Terms and Contracts;
c.
Supply Terms and Contracts
are valid and binding on Supplier in accordance with their terms;
d.
Supplier has authority to
make the representations and warranties in Supply Terms;
e.
there is no proceeding
pending or threatened, or any other event, matter, occurrence or circumstance
which to Supplier’s knowledge, challenges or may have a material adverse impact
on Supply Terms or Contracts or the ability of Supplier to perform its obligations
under Supply Terms or Contracts (and Supplier must immediately notify Lifecycle
Plus of any such event that occurs);
f.
Supplier will comply with
and do all things reasonably necessary to help Lifecycle Plus comply with all
federal, state, and local laws, regulations, and ordinances in connection with Supply
Terms and Contracts;
g.
Supplier is not in breach
of, nor will cause Lifecycle Plus to breach any third party
Intellectual Property Rights in the performance of Supply Terms or Contracts.
Indemnity
39.
Supplier will defend, hold
harmless and indemnify Lifecycle Plus from and against any and all claims,
damages, costs (including all legal costs), liabilities and governmental or
regulatory action (including any third party claims
and liabilities) arising as a consequence or result of:
a.
Supplier breaching its Title
Warranty, Data Warranty, Back-Up Warranty or Information Warranty;
b.
Supplier breaching any other
warranties it has given to Lifecycle Plus under Supply Terms;
c.
any representation made by
the Supplier to Lifecycle Plus in Supply Terms being incomplete, untrue, inaccurate,
misleading or deceptive;
d.
any breach of Supply Terms
by Supplier;
e.
an event of Information Breach
or Loss of Data; or
f.
a failure or part failure to
perform a Wipe or any defect or error in any Wipe by Lifecycle Plus,
(“Indemnity”).
General
40. Supplier must not set off any sums owing to it by Lifecycle Plus against
any sums Supplier owes to Lifecycle Plus, without the prior written consent of Lifecycle
Plus. Lifecycle Plus may set off any sums owing to it by Supplier against any sums
Lifecycle Plus owes to Supplier, without needing to give notice to or obtain
the consent of Supplier.
41.
Lifecycle Plus and Supplier are
independent contractors and nothing in Supply Terms or a Contract may be
construed as creating a relationship of employment, of partnership, of joint
venture, of principal and agent or of trustee and beneficiary.
42.
Supplier has no right or
authority to and must not do any act, enter into any
contract, make any representation, give any warranty, incur any liability,
assume any obligation, whether express or implied, of any kind on behalf of Lifecycle
Plus or bind Lifecycle Plus in any way.
43.
Lifecycle Plus may
subcontract the performance of the Contract or part thereof to any third party at
any time without notice to Supplier or the consent of the Supplier being
required.
44. Lifecycle Plus may transfer, assign or novate its
rights or obligations under Supply Terms or Contracts without Supplier’s
consent. Supplier must not transfer, assign or novate
its rights or obligations under Supply Terms or Contracts without Lifecycle Plus’ prior written consent.
45.
Lifecycle Plus may revise, amend or cancel Supply Terms (“Revised Terms”) at any time
and by way of any of the following:
a.
giving Supplier notice; or
b.
posting Revised Terms on Lifecycle
Plus’ website, and
by continuing to accept Purchase Offers, Supplier
agrees:
c.
to be bound by Revised
Terms; and
d.
any and all resulting Contracts will be governed by the Revised Terms.
46. Other than in the case of Revised Terms, any amendment or variation of
any provisions of Supply Terms or Contracts must be by prior written agreement
of Lifecycle Plus.
47.
Lifecycle Plus excludes to
the extent permitted by law all guarantees, terms, conditions, warranties, inducements or representations whether express or implied,
statutory or otherwise, which would otherwise be implied into Supply Terms
concerning the activities covered by Supply Terms. Supplier agrees that it does
not rely on any guarantee, term, condition, warranty, undertaking, inducement or representation made by or on behalf of
Lifecycle Plus which is not expressly stated in Supply Terms. Where any
legislation implies or imposes a guarantee, term, condition, warranty,
undertaking, inducement or representation in relation to Supply Terms and
Lifecycle Plus is not able to exclude that guarantee, term, condition, warranty, undertaking, inducement or
representation (“Non-Excludable Provision”) and Lifecycle Plus is able to limit
the remedy of Supplier for a breach of the Non-Excludable Provision, then
Lifecycle Plus’ liability for breach of the
Non-Excludable Provision is limited to (at Lifecycle Plus’
election):
a.
in the case of goods, the
repair or replacement of the goods or the supply of equivalent goods (or the
payment of the cost of doing so); or
b.
in the case of services, the
supply of the services again (or payment of the cost of doing so).
Subject to Lifecycle Plus’ obligations under the Non-Excludable Provisions and
clauses 48, 49 and 50, Lifecycle Plus’ maximum
aggregate liability to Supplier in respect of any one claim or series of
connected claims under Supply Terms or in connection with its subject matter,
whether arising in or for breach of contract, negligence or other tort, breach
of statutory duty, or under an indemnity or otherwise (“Claim”) is limited to
an amount equal to the lesser of $100,000 or the amount paid to Lifecycle Plus
by Supplier under Supply Terms in the six months preceding the events giving
rise to the Claim.
48. Any liability of Lifecycle Plus for any loss or damage under or in
connection with Supply Terms or Contract will be reduced in proportion to the
extent that Supplier or its agents caused or contributed to that loss or
damage.
49. Lifecycle Plus will not in any circumstances be liable to Supplier or
any third party for any indirect, incidental, special
or consequential loss or damage which arises out of the performance or failure
to perform any obligation contained within or connected to Supply Terms or
Contracts, whether the claim is in contract, tort (including negligence),
strict liability or otherwise.
50. Supplier must take all reasonable steps to
mitigate any costs, expenses, loss, liability or
damage it suffers or incurs in relation to or in connection with Supply Terms
or a Claim. Where this clause 50 conflicts or contradicts any other provision
in Supply Terms, this clause 50 shall prevail and the other provision shall be
modified but only to the extent to give effect to this clause 50.
51.
In the event of any
provision of Supply Terms becoming invalid, illegal or
unenforceable for any reason, such provision will be deemed to be severed from
the other provisions of Supply Terms, and such invalidity, illegality or
unenforceability will not affect any other provisions of Supply Terms which
will remain valid and in force.
52.
A failure, delay, or
indulgence by Lifecycle Plus in exercising any power or right conferred on it
by Supply Terms does not operate as a waiver of the power or right. A waiver of
any right or power of Lifecycle Plus under Supply Terms does not operate as a
waiver of any other breach by Supplier.
53.
Lifecycle Plus will not be
liable for any delay or failure to perform its obligations under Supply Terms if
such delay is due to an event of Force Majeure.
54.
The following will survive termination
of Supply Terms:
a.
Supplier’s obligations
regarding Confidential Information and Lifecycle Plus’
Personal Information;
b.
Title Warranty, Data
Warranty, Back-Up Warranty and Information Warranty;
c.
any other warranty given or representation made by Supplier to Lifecycle Plus
in Supply Terms;
d.
any Indemnity;
e.
any other provision of
Supply Terms which by its nature should survive termination of Supply Terms.
55.
Supply Terms and Contracts are
governed by and construed in accordance with the laws of New South Wales, Australia.
Lifecycle Plus and Supplier submit to the exclusive jurisdiction of the courts
of New South Wales, Australia in respect of all matters arising out of or
relating to Supply Terms or a Contract, its performance or subject matter.
56.
Lifecycle Plus may give
notices to Supplier by email to Supplier’s last known email address and are taken
to be delivered upon receipt by Lifecycle Plus of an acknowledgment that the communication
has been properly transmitted to Supplier. Supplier may give notices to Lifecycle
Plus by email to notices@lifecycle.plus and are taken
to be delivered upon such email entering the electronic systems of Lifecycle
Plus.
Definitions
“Asset” means
any technology equipment or good.
“Business Day”
means a day other than a Saturday or Sunday or any
public holiday declared in New South Wales, Australia.
“Confidential Information” means confidential information of Lifecycle
Plus in verbal, written or in any other form including electronic form;
knowledge or information regarding Lifecycle Plus’ business
transactions, affairs, property, policies, pricing, processes, activities,
financiers or finance partners; any document which is marked confidential by Lifecycle
Plus; and any document, tangible item or information which Lifecycle Plus advises
Supplier is confidential or which Supplier knows or ought to know is confidential.
“Data” means data, information or other similar material contained on or
in an Asset and/or its parts or components, including where it is defined as Personal
Information or Personal Data in and subject to Privacy Legislation.
“Diminished Value Matrix” means a document provided by Lifecycle Plus to
Supplier detailing a method for calculating Deductions.
“Drive”
means a hard disk drive, solid state drive or other data storage device or
media.
“Encumbrance” means an interest or power reserved in or over an interest
in an asset, including any retention of title; an interest or power created or
arising in or over an interest in an asset under a bill of sale, mortgage,
charge, lien, pledge, trust or other similar instrument, device or power; or any
other adverse right, title or interest of any nature, by way of security for
the payment of a debt or the performance of any other obligation, and includes
any agreement or arrangement (whether legally binding or not) to grant or
create any of the above.
“Facility” means a facility, site or other location operated by Lifecycle
Plus.
“Force Majeure Event” means without limitation any insurrection or civil
disorder, war or military operations, terrorist act, pandemic or epidemic, national
or local emergency, acts or omissions to act of any Governmental Authority,
compliance with any statutory, regulatory or legal obligation, severing by a
third party of national or international telecommunications facilities, fire,
earthquake, lightning, explosion, flood, subsidence, weather of exceptional
severity, closure of transport or shipping lanes or any other cause outside of Lifecycle
Plus’ reasonable control.
“GRA” means a goods received advice report generated by Lifecycle Plus
which details the Assets received by Lifecycle Plus from Supplier. A GRA may
include specifications, quantities, details and the condition of the Assets and
Deductions.
“GST” means a goods or services tax imposed by or through GST
Legislation.
“GST Amount” means the amount of GST payable on receiving any taxable
supply under a Contract, calculated at the rate of GST in the applicable GST
Legislation.
“GST Legislation” means where a supply is made in: Australia the A New
Tax System (Goods and Services Tax) Act 1999; in Singapore the Goods and
Services Tax Act 1993; in New Zealand the Goods and Services Tax Act 1985.
“Intellectual Property Rights” means all intellectual property rights,
whether or not now existing, both registered and unregistered, protected by
statute, common law or equity in Australia or elsewhere in the world, including
copyright, trade marks, designs, patents, patentable
information, circuit layouts and plant varieties, licences and other rights to
possess and use the works and other subject matter of intellectual property
rights, trading names and domain names, but excluding moral rights.
“ITSG” means Industry Trading Pte. Ltd., Singaporean
Unique Entity Number 201910623Z.
“Know-How” means the know-how, ways of doing things, processes
and procedures of Lifecycle Plus.
“Lifecycle Plus” means LPAU, ITSG or LPNZ (as the case may be).
“Lifecycle Plus’ Personal Information” means
information or data in the nature of Personal
Information provided by Lifecycle Plus or Personnel to Supplier.
“Lifecycle Plus’ Privacy Policy” means
Lifecycle Plus’ privacy policy posted at https://lifecylce.plus/privacy-policy/ and as amended by Lifecycle Plus from time to time.
“Lifecycle Plus’ Service Terms” means
Lifecycle Plus’ Terms of Service as set out (and as
amended from time to time by Lifecycle Plus) at https://lifecylce.plus/service-terms/
“LIPR” means all Intellectual Property Rights which are owned by, or
licensed to, or created, developed by Lifecycle Plus or made available by
Lifecycle Plus in carrying out its obligations under Supply Terms or Contracts
(including any improvements, modifications or
developments thereto).
“LPAU” means Industry Trading Pty Ltd ATF Industry Trading Unit Trust
trading as Lifecycle Plus, Australian Business Number 84 675 175 616.
“LPNZ”
means Lifecycle Plus Limited, New Zealand company number 6295355.
“Personal Information” has the same meaning as that defined in Privacy
Legislation and is also a reference to the term Personal Data where the
term Personal Information is not defined in the appliable Privacy
Legislation.
“Privacy Legislation” means the Australian Privacy Act 1988 (Cth), the Singaporean Personal Data Protection Act 2012,
the New Zealand Privacy Act 2020 or any other
similar law applicable to Data.
“Purchase Offer” means an offer made by Lifecycle Plus to purchase
Assets from Supplier.
“Purchase Price” means the price to purchase Assets as detailed in a
Purchase Offer.
“Supplier” means the person that wishes to supply Assets to Lifecycle
Plus.
“Transport” means Lifecycle Plus taking possession of and/or
transporting an Asset.
Interpretation
The following rules of interpretation shall apply unless the text
otherwise dictates:
headings are for convenience only and do not affect the interpretation
of the underlying text; the singular includes the plural and vice versa; any
thing includes the whole and each part of it; where a word or phrase is given a particular meaning, other parts of
speech and grammatical forms of that word or phrase have corresponding meanings;
the words ‘such as’ and ‘including’ and similar expressions are not used as nor
are they intended to be interpreted as words of limitation; when the day on
which something must be done is not a Business Day, that thing must be done on
the following Business Day; a person means a natural or legal person of any
type or form; an item includes a part of that item; a reference to a person includes
its successors and permitted assigns; a clause, term, schedule or attachment is
a reference to a clause or term of, or schedule or attachment to these Supply Terms;
applicable law includes any relevant legally binding decree, law, Ministerial
decision, regulations, rule, order, by‐law, ruling, decision or directive
issued by a Governmental Authority or Court, and, in each case is a reference
to that applicable law as amended, consolidated, re-enacted or replaced.